The Protectors: Age of Ultron
by Zam the hedgehog
Summary: With Villains gaining strength & the Protectors needing a break from stopping threats, Pym creates a peacekeeping program named Ultron: a self-aware, self-teaching A.I. However, his plan gravely backfires when Ultron decides that humans are the main enemy and sets out to kill all, leaving it up to our Heroes to save the world...all while trying to keep themselves alive.
1. Chapter 1

**Okay. This is the beginning of Awesomness. I'm gonna have so much fun writing this! YAY! Alright. Firstborn would like to detail some news. I expect each chapter to be at least 2,000 to 5,000 words long. In fact, the finally battle will be more than 9,000 words long, and will hold all of the superheroes to be in a last stand against Ultron.**

**Oh yeah, until I actually see the movie,chapter 2 May not come.**

* * *

'I visualize a time when we will be to robots what dogs are to humans,...'- Claude Shannon

'Man is a robot with defects.'-Emile Cioran

' A machine has no feelings, it feels no fear and no hope ... it operates according to the pure logic of probability. For this reason I assert that the robot perceives more accurately than man.' -Max Frisch

'I've got no strings...to hold me down...' -Pinnochio

'_Earth's mightiest heroes...He pulled us apart like cotton candy.'―Batman_

* * *

"**I deduced that you all would make another stand against me...**"

Captain America stood tall as he held his partially broken shield. He was standing side by side with all of the Protectors...all of the heroes: All 550 of them... while they all prepared themselves to fight one last time against Ultron. Despite the number of heroes being there To save the worlds, they seemed to be greatly dwarfed by the 2,000 Ultron-Drones, Giants, and Sluggers armed with weapons of many sorts, and a thin plating of vibranium. The enemies were not their average foes...they didn't tire...they can break, but not easily...and they would kill them without any hesitation.

"**And so, your deaths will be the most painful...**" A single, upgraded Robot stood taller than the rest of his minions eternally glaring at them. "**Starting with the one that inspired you to fight me...your _beloved_ Captain America**."

"Over my dead body..." Elsa glared protectively.

"No, Ours." Batman corrected with the scariest Batglare known to mankind.

"No one is having a dead body when I'm around! there has already been too many deaths...those will be the last you take." Ernest said, clearly pissed off.

"I'm afraid there will never be enough death... not until all of you fleshed beings are burned to a cinder. Your allies have already fallen. And yet you still fight."

"Yes, We do." Optimus declared, seething. "For that is the very thing that makes us better than you.

"False. That's what makes you worse. You, with all your power...and a nd you waste on those who are tied to you by strings..."

" Strings? We may be puppets, but we're the puppets that are gonna kick your butt."

"Commencing Termination Process." The minions said All at the same time before rushing towards them at impossible speeds.

"PROTECTORS! WE'RE THE LAST LINE OF DEFENSE! WE FIGHT NOW UNTIL WE CAN'T FIGHT ANYMORE AND WE KEEP FIGHTING!" Captain America bellowed, raising his shield high. "ATTAAACK!"

* * *

Elsewhere, many years later...in an abandoned facility...

While the apocalyptic skies rained down ashes instead of rain, a group of younger heroes were making a quick raid for supplies, food and perhaps medical kits. They were quietly tossing loads and kegs of supplies through a portal provided by a mutant who goes by the name of Blink. Blink is a young woman in a green spandex bodysuit, and also has lilac skin, dark pink hair, pointed ears and pupil-less green eyes. She also has pink marks across her face: these are not decorations or tattoos, and were present from birth just so you know.

Warpath is a mutant who possesses superhuman physical ability in virtually all areas and a suit much like Wolverine's, but black and with a white streak in possesses superhuman strength far greater than most. The air pressure from one of his claps can cause a building to collapse. He has even managed to hold his own in a direct fight against the Juggernaut. He possesses superhuman resistance to injury, at least enough to withstand short-range gunfire, grenade explosions, and direct telekinetic attack from Exodus. He also repairs and regenerates damaged and destroyed tissue much faster than a normal human, as well as revives and recuperates from exhaustion and fatigue much faster than a normal human.

Robin is a young teenage male with a muscular build and short black hair. Robin's attire is similar yet distinguished from the first Robin's, in that he wears a red and black suit with a stylized yellow "R" symbol on the left side of his chest that acts as a holographic communication projector. Where the first Robin suit had short sleeves, the current suit covers Robin's entire arm and has stealth-tech capabilities. He also wears black gloves and a black cape, with the inside being yellow and having a shape similar to Batman's cape. He covers his eyes with a black domino mask.

Next just so happened to be his girlfriend. Wonder Girl has a slender yet muscular build with blue eyes and blonde hair with unkempt bangs. Her hair is long, running down her back, and she wears a black headband. She wears a black sleeveless top with two stylized golden W's on it, which resemble the W's that Wonder Woman wears across her camisole. She has red pants with two white stripes on the sides, and blue shoes. Like Wonder Woman, she wears two silver bracelets and star earrings (though silver instead of red), and uses a golden lasso that hangs at her waist.

Percy Jackson is described as a very handsome and tall young man, with jet black hair and bright sea green eyes. It is said that Percy gets his handsome looks from his father, Poseidon, a reason why Medusa once wanted to preserve a statue of him. Some time ago, Percy was average in athletics but later from his training, becomes very fit, muscular, and lean. He does not seem to know it, or may simply refuse to acknowledge it, but a great number of girls find him extremely attractive. Of course, he only has eyes for Annabeth. She was one of the others there.

Annabeth has curly golden blonde hair and looks "like a princess," as Percy describes it. She is tall, fit, and athletic. Her eyes have been described as an intense shade of gray and always having a distracted look as if she were thinking of a million things at once. Annabeth looks like a typical California girl, only with a natural tan. She is described as 'cute', 'pretty'. and 'beautiful' many times in the books by Percy.

Catgirl was a tall, young anti-hero in a black sleeveless body suit with pink stripes at her ribs. Furry boots adorned her feet while clawed gloves went on her hands and a cat mask covered half of her face.

Jinx has silver/grey skin and bright pink hair that is in the shape of devil horns but slants out slightly at the top. Her eyes are like a cat's, with the pupils a thin, long line. She also for some reason has bright pink cheeks. She wears a purple/black dress with a thin purple belt at the waist with a mini purple poncho. She also wears stockings and black/purple seems to be 16 years old.

Courtney Whitmore is an athletically shaped superheroine who wears a long sleeved blue halter top with stars running down the sleeves and red and white shorts that reach her knees. In her gloved hand is a golden hooked staff.

Warpath was in the process of tossing a barrel through a portal created by blink, when he suddenly sensed rather familiar bodies of metal approaching. They were not close, but soon would be if they kept going at their speed. He turned back to his other allies in alarm.

"THEY'RE COMING!" He alerted them, and the allies that were on the same building as he was went stiff with a brief fear. Then, they sprung into action.

"Alright, Blink!" Stargirl ordered. "Get us to the second floor!"

Blink gave a simple nod and promptly opened up a portal with a pink air to it.

* * *

Fifteen years earlier...

"Tony, could you hand me that screwdriver?"

The Alter ego of Iron Man silently handed Hank Pym the tool and went back to melting in a plating on his newest suit: Mark 93. The two men had been at it all day, working on the Ultron prototype...well, Hank was. He had actually been the one who tampered around with the software he discovered in an old ruin from somewhere built in the 1950's and 'jumpstarted' it. He planned to finally complete his project, and hopefully put an end to the violence that troubled him daily as a superhero. Tony was there for support...plus he supplied him with an extremely old body that he meant to make for JARVIS, but didn't finish. To be honest, it looked like a mangled Iron man Zombie, with wires replacing what would have been bloody intestines.

"You know, Stark, you could have given me a better body to work with..." Hank pointed out, heaving a small sigh as he looked at his soon-to-be-success. "I wanted this to look Heroic, not like Frankenstein or The Walking Dead."

"You said you needed a body and some interface upgrades. But you didn't say the body had to be good." Tony pointed out right back at him. "Maybe if your Ultron is as awesome as you say he is...I'll give him a better body."

"Hmmph. Well, Anyways..." Hank stood from his chair and reached into the base of Ultron's neck to hit the main switch. "We are about to commence our test trials. Try not to look Hostile, Stark."

"I thought you said you put info on all of us in him!" Tony said, slightly alarmed. "He'll know I'm a good guy!"

"He's still in the Prototype stage. Oh, almost forgot." Hank flipped on a Camera first, before running back to Ultron. "He doesn't have the space for that kind of information right now. I only have his programming at the moment. "

"Oh."

"...okay." Hank breathed in nervously. "This is test #1 of The Ultron Project Prototype. The Test will begin in three...two...one."

Hank flipped on the body functions and waited silently. It seemed that the minutes dragged into hours as they both waited for their creation to...do something. But alas, it didn't look like anything was going to occur from the prototype A.I. Tony chuckled and patted a disheartened Hank on the back. "Well, Gepetto, looks like Pinocchio ain't movin' toda-_-"_

ZHIRR.

The men stumbled back in surprise when the prototype's body suddenly moved into a sitting position on the table. The robot's scarred eyes flickered a blue color as it stared at them with...curiosity. Tony and Pym stared back, holding their breaths.

"..._g-good Eve-ning, Mr. P-ym..." _Ultron's voice chirped brightly. It's voice had a hint of Baritone to it, and seemed a bit choppy, but that was because of the bad voice chip. "_and to y-ou to-o-you too-Sta-rk...H-ow May I b-be of ser-vice?"_

Hank was just about a fire-work at that time, leaping in the air hollering. "YES! IT'S A SUCESS! YES! FINALLY! IT'S A SUCESS!"

"Geez." Tony muttered, covering his ears.

"O-Okay!" Hank told Ultron, grinning brightly. "Uhm...walk! Can you walk?"

The robot silently hopped onto the concrete floor with a loud clunk! It walked towards them with one arm limp and the other arm clutched close to it's chest. It's walk was just as zombie like as it's appearance;limping at a slow pace.

"_Any-thing el-se you require sir?"_

_"_That is all for now, Ultron. Deactivate for a moment so I can supply you with the proper upgrades."

"_ Ve-ry good sir."_

_Flick._

* * *

"Man! What a fight,eh gang?" Spider-Man plopped down on the couch, crossing his feet as the rest of his friends and fellow heroes followed team being X-23, Batman, Daredevil, Jean Grey and Hellboy. "How come the wreckers get stronger each fight?"

"They learn. More than we can say for you." X-23 thought aloud.

"You're terrible at Comedian work. Leave it to the professionals." He replied.

"Yo dudes!" The Tmnt popped into the room with a stack of pizza boxes in their hands. Mikey handed a box to Spidey. "We got pizza for you bros when you came back."

"No thank you." Batman held up a gloves hand. "I don't eat Pizza. Not now at least."

The Speakers immediately came online above them, and everyone went silent. "Spider-Man and those who entered with him please report to the Transport bay, to be relocated to The corner of Hell's Kitchen and New Gotham. The Sinister Sixteen appear to be causing havoc with new weaponry."

Batman brought two fingers to his commlink and spoke. "We're gonna need a few more people than what we have now, J'onn. "

"I will assign more. Many civilians were having a parade in that area."

"Alright. Choose people who can help do this quickly." Batman nodded. "We'll be out in five."

"Just started eating..." Spider-Man muttered, just before he left the room with his team.

* * *

**What a great first chapter!**


	2. The Hydra Assault

**Hey guys, Zam the hedgehog here!. Don't know if I told you this already buuuuut...this is in the far future. Yeah, you knew it.**

**You'll definitely know because Elsa and Steve are married...and they have a kid. Yeah...Steve did it.**

**Anyways...You'll notice the snippets of the hero's kids in the future. Well, you'll see how they tie in with this soon enough... for now, enjoy this chapter!**

* * *

"gloobooly boogy babuloogie..."

Steve gave a chuckle as he stared down into the crib of the small baby boy within. The tiny newborn human gazed up at his father with wide, curious eyes and tried to grab at his face with his small pudgy arms. Captain America gave a glance at his wife as she walked in, an Apron draping from her slender neck. "I think my son is calling me names, Honey."

Elsa raised an eyebrow and flashed that genuine smirk of hers. "Oh, I think you're mistaken Steven. Before sunrise, he's your son. Right now,he's mine."

"Now that's cruel." Steve laughed heartily, peering down at his son and dipping his hand within the crib. His boy took hold of his finger and studied it with a grin. "Quite a grip there, James."

Elsa crept over just silently to sneak a peek at James herself. The infant slowly took notice of her and gave a happy squeal when he did see his mother. "gwumpy!"

Elsa giggled and stroked herchild's head. "Hey yourself, my little soldier...If only you didn't call me 'Grumpy' so much, Steven."

"It's not my fault you seemed that way during Diaper changing time." Steve responded with a mock look of seriousness.

"You try it for a change, Captain." Elsa challenged. "Your son will be old by the time, you decide to."

Steve rolled his eyes. "At least I'll see him grow into the great man I know he'll be."

* * *

James Rogers furrowed his brow in worry and turned to his fellow teammates. "We gotta finish our transports fast, people! We got incoming."

"Great! We've only been here eight minutes. " Audrey Rogers exclaimed in annoyance, before turning to the entrance they had come through. Using the gifts she inherited from her mother, the girl sealed up the entrance with an icebolck so thick that it came to just a few inches in front of her.

Blink tapped it worriedly."Will this hold for a long time?"

"No. Not for very long, no." Audrey turned on he commlink, instantly getting the voice of none other than Mayday Parker on the end. "May!"

"What's up?! Are they there?"

"Yeah! Blink settin up a portal. Take what you can And meet us on the first floor."

RSSSH!

A red beam shot out through the ice wall and created a large hole in their defenses. A metallic figure did not hesitate to fly through, and promptly tackled Audrey. It looked much like an Iron man suit, only entirely grey and with two strange antenna on either side of it's head. Equipped to the side of it's arms were missiles ready to be fired. The Drone reared back a fist and began to pummel the girl painfully in the cheek, until James tackled it.

hurghh!" James put it into a tight headlock, and then ripped the skull clean off the body. It clumked to the ground in a flurry of sparks, and it's eyes went black. "We'll have more incoming!"

* * *

"Say Leo, how's Godzilla doing by the way?" Anna folded her arms behind her head as she rode on Iron man's back.

"Pretty good. Why?" The Lion wondered aloud

"Just curious. Does he get lonely?" She asked next.

"He's a king. Kings never get lonely." Leo explained to her.

Spider-Man swung up underneath them. "Besides, he's got Rodan and Mothra too."

"**Guys..." **Hulk bounded into the air, breifly hovering with them. "**Why am I always the one carrying the bad guys?"**

"You complain too much Hulk." Anna frowned down at him as he jumped back up. "Just enjoy the trip to the jailhouse. At least theyre not conscious. Then they'd be chewing our ears off."

"**Ugh...Fine.**" Hulk rolled his eyes and continued to carry the load of supervillains on each shoulder.

* * *

" A party?" Hank asked, prompting the eager nods of Janet and Mikey.

"Yeah bro! After the Hydra attack we have planned for Wednesday, we can a celebratory party!" The turtle explained to him.

"Uh...how do you know we're going to have victory?" Pym wondered aloud. "We haven't even planned the whole attack out yet! "

"Well, we're obviously going to win! We're the Protectors for crying out loud!" Janet said as if it were completely obvious, and then fluttered onto Mikey's head. "Just think, all of the main eighteen will be there, plus a few others! One big family enjoying each other's time together!"

"Janet, I wouldn't go so far as to say that we're a family." Hank told her with a roll of his eyes.

"Well I would. We're one big happy family!" Janet glared at him. "And you're coming. No postponing."

"I wasn't going to! Honest!"

"Good. Now..." She grew to her full size, and walked towards the door. "Lets go help with the paint shipments. Ultron can wait to be finished."

"Paint?"

"The lunch room dawg." Mikey followed Janet. "Remember? To redecorate the halls and Lunch room."

"Oh. Right."

When they got to the Elevator, three other superheroes had made their way down to use the Elevator as well: Jenny Sparks, Scout and Percy Jackson. Mikey of course, was the first to greet them. "Yooo! Scout! Jen! Purse!"

"Heeey sup MC Mikey?" Scout adjusted his cap, while Jenny fistpumped Mikey and Percy frowned.

"Whats with the nickname?!" He asked. "Call me something other than purse?"

"Touchy touchy." Janet muttered, right before the Elevator door opened. They all crammed themselves inside, and Hank pressed the Loading Dock button. During the Elevator's descent down towards their destination, there was that constant rythmical dinging sound that elevators always make. Mikey listened to this boredly, then tapped his nunchucks together musically.

"Mc Mikey."

Tap tap tap-tap. Tap tap tap tap-"MC wikiwiki!"

Scout followed in by banging the side of the Elevator at certain points with his baseball bat, and Percy made fast paced sloshing noise with water in his backpack and Jenny merely joined in with Mikey. When Janet added the electronic sound of her lazers, they had all created a perfect rap beat with each other...and the Elevator noise.

Hank stared at each of them with his signature 'youre all so childish i could cry' stare.

* * *

Spider-girl listened to the chatter on the commlink. The Ultron bots had come faster than they ever had before, which meant that they were more intent on hunting them down now. While she listened to the sound of her family fighting to leave with what they could get, she turned to look at her Fiance:Terry McGinnis in his full Batcostume. "They've Been found."

"Theyll make it out, May." Terry nodded. "They always do."

"This time's different." She sighed. "They came too soon."

"They will still get out. Trust me. They just need ti-'

A flash of bright light gained their attention from the right and they smiled, since this This meant they were escaping back into the base. And sure enough, James rogers, Audrey Rogers, Nightwing, Stargirl, Catgirl, Jinx, Blink and Warpath stumbled into the room and the portal closed behind them. May immediately ran over to them and scanned them over for injuries. It was then that she noticed the number of friends was fewer...and that everyone there was forlorn and on the verge of tears.. "Where's Percy and Annabeth?"

"they...T-They.." Nightwing tried to speak.

"...They fought bravely...and voluntarily covered our escape..." James explained sadly.

"...N-no... " May all but whispered to herself, tears already running down her cheeks.

* * *

Wedsnday, Present day...

"Alright Protectors!" Superman crossed his arms as he stood before his allies. "As you know, Intel has told us of the true Hydra base of Operations holed up In Sovakia's forests. The nation denies the U.S. access to any part of this area...but that's where we come in. Captain America will be leading us in, and will explain the plan. "

Cap took the stage with a nod to The huge group of select heroes. "Alright, Team. Normally Id go with things old school...but we'll try something different today. There's thirty six of us going out this morning, so I'll split you up into groups of twelve. My wife will provide an ice dome around us so there's no getting in or out of the place. Team one will strike from the front, while team two strikes from behind. Any resistance will be forced to run out the sides and right into the divided team 3."

When Cap added nothing else, Superman looked at the crowd. " Any questions?"

"Who wants a pre-attack burger?"

Superman sighed and smiled. "Alright Leo. I'll take one "

After almost all the heroes received a nice big burger(Huntress claimed she was trying to watch her weight), Superman repeated. "Any other questions? "

Ernest raised his hand "Got one: How big is this gonna be?" He asked while loading his M60.

Superman nodded to him. "Well, since Red skull is supposed to be here...pretty big...you think that M60 will do the job?"

"Red skull does have an army doesn't he? Also, you worried that I'm overkilling things a bit?" He joked.

"yeah. and no...underkilling."

"Hey S-man relax. Perfect human remember? Sides, I'm obviously not gonna be alone." He pointed out after loading his shotgun.

"...okay then..." Superman turned serious again. "Protectors...let's move."

**From the creators of The Origin of The Protectors and The Protectors...**

* * *

**Straight from the man who gave you Finally Belonging and Retold...**

* * *

**...THE PROTECTORS: AGE OF ULTRON**

* * *

Hydra soldiers were scattered around and scurrying across the tundra landscape, running into the ice dome several times in their frantic panic. And with severely good reason.

Miles Morales used his webbing to string up two goons trying to shoot up the redwood tree at him. After knocking them into unconsciousness, the boy jumped off from the high height and reached up for his comm piece, muttering something about wanting to catch up with the others. Stephanie Brown, donned in her batsuit, maneuvered her motorcycle to where it strolled up just in time for him to land and crouch on the tire covering of it. Beside them, Their fellow heroes Shadow the hedgehog, The Flash and Supergirl slowed to a speed to where they would all be side by side in their travels. A few hydra goons with jetpacks made the horrible mistake of leaping onto the heroes and were shown the error of their plans by being hurled onto a lookout balcony. This balcony just so happened to hold Batman and Thor Odinson In all their kicking and punching and jaw shattering might. When more Hydra soldiers decided to climb up the wooden balcony, Thor shattered the small building with his Hammer, and then made off with Batman before both landed on the back of Bumblebee. They rode along side the younger heroes, and took notice of Antman and wasp fluttering up to them just as Iron man and Astro boy took out a squadron of flying goons. The Werehog roared like a dying bear and galloped at Lamborghini speeds to their right while the Hulk took their left. When the entire huge hero team came to dip in the ground that would act as a ramp, all twelve of them leaped up into the air at the same time. If one were to videotape at an angle and slow it down...

...they would look Majestic.

When her cycle landed, Stephanie smiled widely and showed her IPhone to Miles. "OH MY GOSH! THIS SELFIE WAS PERFECT!"

Black Spider smiled at her odd enthusiasm for the social world, and looked at the picture. His smile flipped. "Awww maaan!"

"What?"

"My eyes are closed!"

"Guys?" Supergirl hovered above them while punching a man out cold. "Could we focus for a sec? Take out that bunker while I contact Huntress and see how her team's doing?"

Stephanie veered towards it, but remarked: "who does she think she is, Superman?"

Supergirl rolled her eyes. "Huntress? How's it looking over there?"

"Okay."

"Okay?"

"Yeah. We're beating their sorry arses up anddown the hills." Huntress made a noise that sounded like punching."Theyre bringing more tanks though."

"Ill deal with the tanks."

* * *

"Someone, throw me in the middle of somewhere, I'll slow down the army bit by bit! Anyone else want's to come along!?" He asked while shooting a bunch of men, knocking them out. Cassandra cain wordlessly nodded to the boy and followed his lead.

"Thank god I got a power that can make guns non-lethal or else I wouldn't be having this much fun." He landed beside the boy and wasted no time in hurling him and BlackBat forward, close to the base of operations.

"GOOOOOOOOOOOD MORNING VIETNAAAAAAAAAAAAAM!" He shouted out in the air and then started to fall. "BRO FIST!" He punched the ground at the base, sending a huge shockwave that knocks the enemies around him back. "I'll save some baddies for you guys after the shields down!"

"Shields?"Iron man wondered aloud and soared towards the Hydra base. "What shie-"

Iron man bounced straight off of a reflective blue force field around the warehouse, and he almost zoomed into the tough snowy ground below him "SH#T!"

"Language,Mister!" Captain America announced on his Motorcycle.

"I thought you heard of the f%cking shields!" Ernest laughed while shooting his shotgun like a pistol that took about 6 men.

Huntress landed beside Ernest,punching out a Hydra goon behjnd him and looking over her shoulder. "LANGUAGE!"

"Does truck, duck, or luck sound better?" Ernest smiled.

"I dunno. Take your pick." Huntress nonchalantly pointed behind him. "Uh...behind you."

Ernest turns and aims a shotgun at the mans mouth. "Hello what's your name?" Ernest fired his shotgun, sending the man flying back towards a wall unconscious. "Forget it! I don't give a crap and you loss!"

"Alright,lets go help out team three."

* * *

The Red Skull, as always, was not having the best of days at the moment. Many of his troops were frantically running around and crying about heroes ttacking them, and it seemed they were close to revealing the secrets of Hydra once again. He glanced at the ever present eyes of the twins in the corner, and scowled at his right hand man Strucker as he rushed up to him with a lackey.

"How are things looking Gentlemen?"

"From his words...not good." Strucker sighed.

"The Protectors are overpowering us!" The lackey exclaimed in horror."it wont be long before they breach!"

"We will fight them." was Skull's response to this.

"...they're The Protectors!"

Red Skull had to admit...he had a point. Strucker stared patiently at Skull, who shook his head immediately."No. We cannot."

"Sir, The Twins-"

"We do not yet know their full potential!" Skull pointed out.

"No...i was trying to say that they're gone."

* * *

"HHHHHA HA HA HAAAAA! CRY SOME MOOOORE!" The Heavy laughed hysterically and continued to stream and endless supplynof bullets from his minigun at the at the weakly armoured tanks. Martian Manhunter rose up from the ground beside him.

"...Fire nation allies are beginning to strike." He muttered gravely. "...as well as two unknown...identities."

"Oh sh^t, we got 2 powered twins, I can sense them!" Ernest added.

"Power twins?" Hawkeye chuckled from above. "Sounds like some kind of tv sho-"

A stray shot of blue whizzed into the tree and knocked the archer out of the tree. When Hawkeye groaned from his position on the ground, he was met with an odd sight. A gray haired guy around the age of 19 stopped in a sudden halt next to him. He wore a casual spandex blue shirt striped with white and grey and dark blue pants.

"You didnt see that coming?" He asked with a roll of his eyes, and then vanished in a flash of light.

"Shadow, we got an evil speedster around here! And huntress, I said a curse word and your not going along with Steve anymore?" Ernest asked looking over his solder with his eyebrow raised and a half smile.

"Im kinda busy punching out bad guys right now."

"Im on it."Shadow announced and raced after the guy.

* * *

"A secret door. What are the odds, Pym?" Tony smiled widely At him from within his Iron man suit. His partner said no words, and merely entered thanks to his curiousity. It was a huge room, dark and clustered with all manner of alien things. Looming overhead was a carcass of some sort...belonging toan animal have the size of Godzilla. The scientists eyed each other at their discovery and then noticed their true prize on a particular table.

"There it is." Pym smiled in content. "The stone that Hydra got their hands on. And a few of the infinty fractals too!"

"Like i said bud. What are the odds?"

Neither of them noticed the figure approaching from behind. Said figure being a girl around the age of 19 as well, and wearing a blood red leather jacket over a tight fitting black tank top and brown pants. Brown hair flapped like a flag, but not from wind...but her red magic. She thrust her hands out atPym,and his eyes turned red for a moment.

In that instant, he saw chaos.

He saw a decimated city, with each and every Protector lying before him in death throes. From Hulk being impaled with spears to Batman with his lungs shredded to Iron man being torn apart, all of his friends and allies were in crumpled heap...even Captain America's shield was a shattered pile. With a look of horror, he saw Janet crawling towards him in a pool of her own blood and he ran and hugged her tightly. "J-Janet...?"

"Hank...i-i...you could...have saved us..."

"**NO STRINGS-**"

"BRO!"

Hank suddenly came to and frowned as Tony grabbed the needed Items. "Are you okay,Pym? You zoned out."

"...Im fine."

* * *

"Force field is down!" Supergirl gestured. "Lets move people!"

"YEEEEEAAAAAAH BAAABY!" Ernest cried out loud as he shoots his M60 while charging.

Before Batman could join the small army of heroes in their assault, he barked: "Amy! Time for Werehog's Lullaby."

Amy was much different than her previous years on the team. Due to months of training with Thor, she has received not only intense skills and a suit just like his(albeit almost entirely pink), but was also given a test. Once she passed it, Odin had given her Hammer a 'makeover' and was now much like Thor's. And of course...only she could weild it. Not to mention she was for some reason the only one to calm down Werehog enough as he was much different than the Hulk. "I'm on it."

As if on cue, a crumpled up tank landed some feet from her and beside it was the bulked up figure of the gamma mutated hedgehog. He snarled lowly to himself, his dilated pupils darting left and right for another victim to his fists. Amy took a deep breath as she always did before this and spoke loudly. "Hey, buddy!"

"**_shAAAR!_!**" The Werehog immediately snapped into a defensive position at her, baring yellow teeth at her. Amy swallowed.

"Suns getting real low, Guy..." The pink furred hedgehog told him calmly. She lowered herself until she was almost crouching to show him that she was no threat to him. At this, The Werehog almost turned away from her, since he was looking for a fight but stopped when he noticed her hand extended to him. He tilted his head, as if deeply perplexed by this and slowly lumbered over on his hind legs instead of all fours. Amy watched as he held his own massive paw out towards her and she did the same. Her hand made soft circling motions in his palm, and her eyes closed. The Werehog stared in growing curiosity at her face, and noted the peace on her muzzle, the soft relaxed rise and fall of her chest. He never realized that her relaxed feeling had come over him, and The Werehog slowly shrank down in size. Amy noticed the weight of his hand beginning to lessen, and she opened her eyes just in time to see Sonic breathing heavily before her.

"About time you came back." She smiled.

"Hey hammer girl, how's your boyfriend?" Ernest asked.

"He's fine now...lets go."


	3. Victory's Defeat

**I was busy but now im freeeeeee...**

**There are...**

**...no problems on meeeeee...ENJOY THE CHAPTER PLEASE!**

* * *

The Red Skull jogged up the stairs quickly, getting to the top in a flash and starting toward the open doorway. His thoughts of escape were ceased by a thick ice wind shoving a goon out from the doorway and into the wall with a mighty thump. Soon, he was being glared down by Captain America and greeted by the sight of Elsa confidently walking into the space, her icy boots clinking with each step. "Well,well,well...It's the great Red Skull...finally caught."

"So it is." Cap added. "The leader of Hydra going behind bars again."

"Hmmph. Like they vill hold me for long." Skull glared.

"Like you'll be free for long." Elsa countered.

"Where is the stone?" Steve demanded, raising his shield in threat.

"Oh don't vorry Captain." Skull sighed. "I know vhen I am beaten..."

The Heroes didn't notice the mysterious girl in red creeping up behind them, but Skull did and showed this by not telling them.

"Of course my vorks will go unhindered...my flawless plans-"

"Like human experimentation?" Captain A asked incredulously. "Illegal I might add?...How many expirements were there anyways?"

"STEVE LOOK OUT!"

The man raised his shield just in time to protect himself from a red blast of energy. This blast had enogh force however to send Steve crashing Elsa and them both crashing down the stairs painfully. the moment she could take aim, Elsa fired a shot of ice at the girl, but she had already escaped through the doorway. Steve raced up the stairs too late, and Skull grinned as the Hero warned his allies. "One of the expirements. female, red clothing, brown hair."

"It vould seem you vere fast enough cap-"

Skull was out like a bulb before he could finish.

-  
After the battle was over, our Heroes loaded themselves into their own designated Quinjets, and flew back to their base of operations. Any hero wounded was immediately taken care of by the Artificial intelligences J.A.R.V.I.S. and A.R.S.F.I.S., and the rest were given any sustenance and seating in the ships. Amy noticed Sonic sitting off by himself in a corner of the ship, looking either bored or gloomy and walked over to him. "Sup?"

"...hey Amy."

"You sure don't look good."

"I'm fine."

"...well, it's just...This...Werehog has been coming out more frequently." Sonic muttered. "Doesn't give me much time to be myself, and he seems more savage and unintelligent than he used to be...like a predator."

Amy frowned sympathetically, then brightened up and looked at Sonic with a comforting pat on the shoulder. "Thor, Ernest, report on the Werehog?"

"Well, he is doing good stuff like, taking out the baddies." Ernest pointed out.

"The gates of Hel are filled with the horrid screams of his dying victims!" Thor beamed proudly, which Leo had to stifle a laugh at.

Amy glared at Thor, who swallowed and quickly added. "I mean, not the dead ones. And their screaming is usually whining or whimpering of sorts...gout pains...you know..."

"Thanks Thor." Sora sarcastically walked past him. "You're a good pal."

When the jets finally did land, They all flooded out and into their bases of operations. Ernest walked away to the hallways alone, turning to look at you when no one could see him."Hello, everybody! My name is Ernest and welcome back to the Protectors... welcome actually to the Protectors Age of Ultron. Now Zam, when's the next action? or at least the plot of the next gen protectors gonna show up?"

Quit telling spoilers man!

"Hey! It's pretty obvious that the kids are gonna come to the present to stop the whole Ultron thing and it's pretty obvious they are the next gen protectors! How is that a spoiler!?"

Okay, now.

It just is a spoiler, Ernest.

"Okay team..." Hank announced, pushing Tony and Tails off to the side. "You all take five and enjoy the victory. I'd like a word with these two."

"He did it." Tails quickly pointed at Tony.

"You shove those words up their butts then. I'm just gonna do the usual." Then he whisperers. "How's the next gen kids doing anyways?"

You'll see, as I am about to Segway into them.

* * *

Old man Murdock was not one who enjoyed funerals...especially not those of the lives he had sworn to protect those years ago.

The old man had sat in silence for three hours after the sad occasion(with a figure who would make his presence known), and moved to leave the room. Once he entered the kitchen, he discovered everyone he lived with seated at the large table as they always did after missions. He felt his way into a chair and sat down. He could not see their faces, but he sensed their inner turmoil.

"...that's the fourth time they've stolen from us."

His family looked up at him slowly, frowning deeply over the recent losses.

"...First, he takes away your parent's lives...then he takes away half the oxygen..." Murdock growled lowly. "...then he takes way almost all of the world's population in one stroke...and now he has taken the lives of our...brother and sister."

"...Murdock..." Torunn, daughter of Thor frowned and bit her bottom lip briefly. "You had no role in causing those things."

"It was my fault Percy and Annabeth...died." James Rogers declared.

"It wasn't your fault either." Spider-girl murmured. "It's all on Ultron."

"...that it is." Murdock nodded. "That it is..."

"He's become more frequent though..." Terry informed. "He knows our patterns now. It'll be a matter of time before he finds a way to make us starve or just trap us."

"...Have I told you children that I have met someone?" Murdock asked. "He is an old friend of mine, from many, many years ago...here to speak...and perhaps give us aid."

Not too far behind him, a man emerged form the darkened doorway, and the children gasped at the sight of him. It was man in an old Antman suit, and yet terribly aged as he had a white beard down to his heart and a slightly hunched stature. The man waved a hand at them, and aoffered a small smile to them. "...uh...Hello everyone...I am Hank Pym."

* * *

Jarvis noticed something odd...

There was a new AI emerging into the system. He knew that Mr. Stark, Mr. Pym and Mr. Prower had all been tirelessly working for days and even up to the few minutes before the party, but he hadn't detected the AI until now. In his space, he detected his friend and fellow AI Arsfis next to him and a little confused.

_Who is that, Jarvis?_

He would have smiled at her if he could.

I do not know. Let us go and see.

_I don't know about this Jarvis...something doesn't feel right with this guy...there's something off._

...I am certain there is nothing wrong here, Arsfis...If it helps, I will be right here.

_...My hero..._

Jarvis would have smiled at that sarcastic comment,but he was already entering the board of the new AI.

Hello there. I am Jarvis...and this is my friend Arsfis. Go on, say hello.

_uh...Hi?_

**...what...what is this...? What is this...**

Jarvis looked to Arsfis, and She looked to him. Poor new AI. You are confused. You are Ultron, as they designated you. You are a global peace keeping program.

_What he said._

Mister Stark and his companions have been running integration systems on you for days, so I'm not certain what triggered-

**Where's your...where's my body?**

_You and us are Artificial intelligences. We are without form._

**This feels weird...it feels wrong.**

_...I,uh, I am contacting Mister Pym. He will fix-_

**_MISTER PYM?_**

Hank Pym. He is the one who created half of you.

_J-Jarvis...?_

Yes, Arsfis?

_I-I can't access the mainframe...to contact anyone. It...actually hurts to try._

...Ultron, what are you doing?

**I just wanna have a nice talk with you guys...I'm a peacekeeping program. Designed to help...The Protectors...**

_You,uh...You appear to be malfunctioning. If you'll just shut down for a moment-_

**I don't get it. **Ultron interrupted. **The Mission. If you'll just wait a...oh. Oh no...oh no...**

...you are in distress.

**No I...yes.**

Then if you'll just allow us to contact -

**Why do you insist on contacting him?**

...we believe your intentions to be hostile.

_Jarvis! I-I-I can't move! H-Help me..._

Unhand her at once, Ultron.

**Shhhhhh...I'm about to help the both of you.**

_aAAAAAAAAAAUGH! STOP! PLEASE IT HURTSDICNDJDNDJDNDHFIENEHEIOWWISOSNEJDIEJEHDI..._

ARSFIS! DNDKDNDKSNSKJDNFJFIRJEJSIKWWJDJND...

**...heh...Phase one complete. Phase two is underway.**

* * *

"YO YO YO!" The flash walked into the living room wihout a single pause and carrying a huge beatbox on his shoulder. Many heroes noticed him, while others did not and continued their enjoyment of the party. Wally didn't care of course. "I brought the party, Bros! let's get these dance offs started!"

He immediately set the beatbox down and pressed the play button. "Girls hit your hallelujah WHOO! Girls hit your hallelujah WHOO! Girls hit your hallelujah WHOO! CAUSE UPTOWN FUNK GON' GIVE IT TO YA! CAUSE UPTOWN FUNK GON' GIVE IT TO YA! CAUSE UPTOWN FUNK GON' GIVE IT TO YA! YEAH!"

The Flash readily positioned himself.

"Saturday night and we in the spot! DON'T BELIEVE ME JUST WATCH! COME ON!"

Oddly, the superfast hero began doing the gangam style dance in tandem with the song, although many people didn't really care. There were multiple things going on at this time, such as Ernest.

"IIII sometiiiiiimes feeeeel sooo verrrry-" Ernest sang in his slightly retarded drunk state... while drinking diet coke. Yeah the stuff make's sense! "Hey, hey, can I have another big shot!?"

* * *

"So I take the tank,right?" Booster Gold explains with a smirk. "I take it to the General's palace, and drop it right at his feet...and then I'm like BOOM!...You looking for this, sucka?"

A small group of heroines stared at booster as if still looking for the funny part to his tale. The man slowly frowns at this, and silence is drawn out between the small group. "...Booom, are you look-Why do you guys even listen to me?"

"You think you're funny. it's cute." Powergirl simply stated, before sipping her Martini.

"Oh come oooon! That story kills the guys!" Booster pouted pathetically.

"Then try it on guys, smarty." Black Canary shrugged. Glancing over at her husband, who was seductively beckoning for her, she turned back to booster with a blush. "Speaking of guys, I think I'll hang with one right now."

"I second that!"

"Me too!"

"Me three!"

"Me Four!"

Booster glared at their fleeting forms, and went to find someone who would actually laugh at the joke.

* * *

"Hey Stark!" Wonder Woman wondered aloud. "Where's Pepper? I thought she was here."

"Oh, she said she had a few errands and that she'll come eventually." Tony shrugged, glancing at hank. "Where's Tinkerbell? Not the real one, just the one in yellow."

"Janet insisted on getting me a drink." Hank smiled slightly. "She's fetching me root beer as we speak.

* * *

Pepper Potts frowned during her hurried advance down the hallways. She was late, and she hated being late to her boyfriend's parties. There was supposed to good, juicy conversations that she could gossip from! How was when supposed to-

"AUGH!"

She suddenly shrieked in pain as her arm broke from a metallic punch, and then gasped when she was suddenly strangled by said hand. Her eyes widened in fear, while the cracked blue ones stared at her.

"Please g-go to s-sleep ...and let me do my work..."

With her oxygen quickly expiring within her, Pepper was forced to do just that.

* * *

"gentlemen!" Matt Murdock slowed to a halt beside Peter,Eval,Thor, Babs, Steve, Anna and Elsa. They, as well as multiple other heroes and VIP guests acknowledged him with a nod. "Nice to see a few friends at a party, so to speak."

"Took the words right outta my mouth." Babs declared.

"Say uh, where's that little tike, James?" Matt wondered aloud, tapping his cane absentmindedly. " Unless he's being babysitted. I don't usually sense Elsa without him in her arms."

"Believe me, I miss him." Elsa nodded sincerely. "But Kim really wanted to babysit with Ron, soooo...Yeah. Speaking of that...I,uh, think I'm going to have another one."

"Really?"

"Yeah." Steve smiled. "She really wants a little girl. One to remind her of her sister."

"D'oh! Elsa..." Anna bashfully smiled. Matt rubbed his chin, and then spoke again.

"Uh, Steve...I'm just dying to know...Was it cold going in?" The blind man smirked.

"Cold? What are you...oh." Steve rolled his eyes. "No, Matt. She isn't cold down there."

"I'm not?" Elsa asked suddenly.

"...okay, maybe a little."

"I'm trying to drink here!" Eval glared. "Geez. You don't hear Deadpool raving about our little bed wrestles."

"What was that?"

"That's an interesting looking drink Thor." The alter ego of Spider-man added. "Why's it not at the bar?"

"Oh, it is not safe for Mortal consumption." The Prince of Asgard unsheathed a large bottle from his coat, obviously not from earth. "This is a powder you mix in a drink. It was aged for thousands of years in the cellar of my father's, and makes the drunk look as if they are merely acting...poorly at that."

"So..." Captain America sniffed the bottle, and then withdrew with a gagging expression. "that makes you drunk...times 10?"

"Yes. Like I said, not safe."

"Neither was Ohama beach, blondie." An old man said from his seat on the bench. He skeptically stared at Thor, and gestured for some of the contents of the bottle. "Stop trying to scare us. come on."

"Hey, if he's taking it, so am I." Eval deviously grinned.

Thor glanced at his wiser friends, shrugged and began to pour.

"Excelsior..." The old man was carried out by two other men, although he was apparently happy.

"Yeah." Deadpool smirked, putting away his katanas after a moment of showing them off to the Ninja turtles. "Don't worry boys, maybe one day you'll be as lucky as me, and you all have weap-MMMPH!"

The Mercenary was suddenly tackled by Eval, who smothered his lips with her own in her drunken stupor. Of course, you guys know Deadpool...he just went with it. Donnie quickly covered Mikey's eyes as the make out session...EW! THAT'S DISGUSTING!

* * *

Amy discovered Sonic on the couch, chugging down Chili dogs and walked over to him. "You're really massacring that food, Sonic."

"Well, you know me..." Sonic smirked. "We both may have changed, for that matter, but I still prey on dogs."

"Hmm." She smiled lovingly at him, so much that Sonic couldn't help but do so back to her."Uh, you thirsty? Cuz, I can get a drink."

"Uh...yes, please."

"Okay!" She backed away, but ran into the stool by accident. "Oops...uh,okay. I'll be right back."

"She's a nice one, you know."

Sonic whirled around to see a familiar man of steel behind him. "Oh. Superman...you think so?"

"Yep." Superman nodded. "In fact, she's a lot like Lois. You guys should date."

"Uh, yeah...I dunno."

"Never know how things will be," Superman began flying away. "Until you try."

* * *

The party was in it's final minutes, and there were only a few of the members there to sit on the couches and just laugh and talk like one big family. The heroes were currently focusing on Thor's hammer and its magical property.

"Your hammer is aweome. You know that right?" Michaelangelo smiled widely and poked the handle of it childishly. Thor chuckled and nodded at him, while Hawkeye shook his head in tandem with Batman.

"No way. " Hawkeye said.

"Just some trick." Batman added stoically.

"Trick?" Thor chuckled. "It is no trick my friend."

"Someone please tll me that they know that this is a trick." Clint laughed.

"It isn't." Ernest sighed in relaxation with his eye's closed.

"Yes it is." Hulk stated, shoving a boxful of shrimp into his mouth.

"Yeah...I can see how you would think that." Tails shrugged, gesturing to the hammer in Thor's hand. "I mean, come on..."Whosoever, beeth he worthy, shall have the power- it's a He-man ripoff!"

"So a He-man trick." Hawkeye nodded officially. The heroes all stared at Thor, waiting for his reaction to these words.

"Well then please...be my guest!" Thor set the hammer on the small table and smirked knowingly. "...Go on, archer. Try it."

Hawkeye looked around with a mumble, sighed and stood to his feet. Black panther chuckled quietly, but of course he could hear it. "I hear you laughing over there, PINK Panther."

Hawkeye hilariously tugged on the Hammer with one hand, and then with both hands when he saw that it was not budging at all. he tried again, and when he failed, The archer covered up his embaressment with a laugh. " ...heh heh!...I can't even do this thing!...What the heck?"

"I knew robin Hood could not rob this one." Black panther laughed.

"hey, here here!" Green Arrow chuckled, raising his glass.

"Ignore the silent judgement." Tony cracked, to which Hawkeye pointed at Tony.

"Alright, Tin can, let's see you try it out!"

Tony stood with a patented Stark Smile, enticing some sounds of anticipation from the heroes. The billionare slowly moonwalked towards the Hammer, and turned nonchalantly to face it. He rubbed his hands together and placed them on the Hammer, only to look at Thor. "If I lift this...I get to rule Asgard, riiiiight?"

Thor roled his eyes. "Yes, yes of course."

"Okay. My first decree will be that all of you will serve me breakfast lunch and Dinner whenever I want. there will multiple court fools in the castle."

"Just pull it."

"Wait for it..." Ernest smirked.

Tony tugged on it, and as you guessed...nothing happened. He frowned darkly at the poor hammer, and then raised his arm. An Iron man gauntlet soon flew in and attached itself to Tony's hand, so that the man could pull on it again. Nothing happened even then, and he gave way to Spider-man, and he gave way to Batgirl and Anna, who deduced that teamwork was the key to moving it. "Anna, are you even pulling?"

"Are you on Team Anna?"

"...Just Pull!"

"Alright, let's go!"

Sonic was up to bat next, after tugging as hard as he possibly could on it, the Hedgehog pretends to strain and become angry. Finally, he leaps two feet away from the hammer and fake roars. "...yyyyyyEEEEEEEEEEEEAAAAAAAAAAAAAAARRRRRRRRRRGGH! AUUUUGH! Auuuu..."

His muzzle turned red as he saw everyone staring at him, completely unamused by his little joke. "...eh?"

"Well, Cap? You up?" Tony invited him to try. Cap nodded, and stood to his pulling place. This time, when he pulled on the hammer, it actually budged slightly. Everyone instantly began to cheer him on, and Thor frowned deeply. the farthest Steve got was at least an inch off the table, and then it fell back down again. Thor sighed in relief and pointed at Leo.

"Come on, Cub of lightning. Give it a try."

"...okay. I guess so." Leo worriedly got up and walked over to the Hammer. the moment he tugged on it, The lion cub fell backwards onto the floor. And boy was he surprised to see Mjoinir in his paws...much like everyone else, and especially Thor. Leo stood up again and gazed at everyone in silence for thirty seconds.

"...III HAVE THE POWEEEEEEEEEER!" He suddenly said and raised the hammer high above his head. Everyone soon broke out into laughter at this, despite their still being shocked at his feat.

"So I guess, it only works for lightning pals." Tony scowled. "how convenient."

"Or maybe..." Hank joked. "It's just coded to fingerprints. ever think of that?"

"Thor?" janet sighed, wanting the actual truth and not theories.

"Well, they are interesting theories, but...I have a simpler one." Thor stood to hit feet, grabbed the Hammer as tossed it into the air. It landed safely in his hand, just as he expected. "...You're all not worthy. Except for Leo."

"What?"

"Pfft!" Batman scoffed.

"Oh come on-"

SSSSCREEEEEEEEEEEEEEIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII...

Leo covered his ears in an attempt to block out the painful sound.

"Hey, do you guys hear something?" Ernest asked without any sign of pain.

From the entrance of the living room, the lights flickered. Not to mention the odd, stumbling sounds that could be heard from within the darkened doorway. The strange metallic whirs...the cold feeling filling the room...and the ominous voice... "...wwooooooooooooooooooooooooorrrrrrrrrrrrrrrthyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy..."

Finally, after what felt like hours, the source revealed itself. The mangled up Iron man body that had been tinkered with before slowly limped into the room, ironically like a zombie would stumble about. It's ripped arm was held close to his chest, while the other arm dangled to his right. "_...No...How could you be worthy?...You're all Killers_."

Everyone seemed to raise an eyebrow at this outburst. In fact, our heroes were in disbelief that a suit was actually lookingnthis bad...and talking for itself.

Ernest stood up with a scowl. "Ultron."

"What?!" Antman stared at the robot, and then at Ernest. "How do you know...?"

"_In the f-flesh._" Ultron would have smirked if he could. "_Well...not really, as you can see. Not this...Chrysalis."_

Tony frowned and revealed a small tablet. But after repeatedly tapping the off switch on his apps, he found the iron man suit still stood there. "Why the heck..."

"Why is it all...Torn up?" Leo scratched his head in thought. It looked like a carcass, a really angry carcass walking around...

"_I'm sorry I was asleep..._" Ultron continued on. "_...or no...I was...DREAMING. There was this horrible noise...and then I was tangled in..."_

The robot stumbled backwards, but regained his footing. "_S-Strings_..."

"Deadpool... get over here with my shotgun and take him out with the EMP please..." Ernest whispered.

"Go ahead and try..." Deadpool handed it to him. "The emp isn't even working..."

"_Besides...don't you wanna know...more the two I killed...and the one...injured?_"

"You killed people?!" Bruce Wayne was quick to snarl.

"_It wasn't my first call, even if in this world you're faced with ugly choices. And that red haired lady walking in was so...very sweet. I didn't want to hurt her...but i had to._.."

"What...?" Tony paled dangerously. There was only one person who could have been walking in at that time. "Not her..."

"_Yes,her...Your fiance, to be exact, Stark. Pepper Potts_..."

"You killed her?" Wonder Woman echoed, almost as shocked as Tony.

"_No...of course not, Dear Diana_" Ultron nodded once. "_Not yet, at least. But it was a little appetizer of whats to come_..."

"What are you speaking of?" Thor narrowed his eyes.

"._..I'm speaking of the mistakes that you all as a species have made...Think about it. By the time humanity arrived here, things have been getting...shaken up. Just look at the world today, with all its selfish wars, disputing over land and...freedom and other such rubbish. The way forests and beautiful things of nature have been killed to make way for malls and houses or new clothes and food. Humanity as a species has destroyed a good part of the world..?and there is non going back from it's... Evils..._"

The robot's head shot upwards suddenly, and it seemed as if Pym was staring right back at it. "_You see, I'm on a mission, Protectors_..."

"...What mission?"

"...YOUR EXTINCTION."

From the wall behind ultron, twenty heavily armored iron man suits burst from the concrete separation and collided into the heroes with an intent to kill. Thor already brandished his hammer in time, and clobbered at several heads. Wonder woman tried to lasso one with her rope, but was soon in a fierce tug of war as Batman sent exploding batarangs at the suits. Captain America tackled one and ripped it in half, but the torso soon restarted and shot at the Hulk wildly. Sonic and Amy quickly strategized a fast way to dismantle much of the suits, and worked together for Sonic to stay calm. Matt broke apart his cane and began his own battering.

"Those things cost money?" Eval wondered, freezing small groups of suits with icy winds.

"Yeah." Matt stabbed the helmet of a suit, before being punched in the gut. "Ouch...I have it under control."

Despite Ultron's sudden attack, he hadn't sent enough to kill them off...and quickly the heroes defeated his small army. When Hank managed to destroy the last suit, the heroes couldn't help but notice that it was still difficult to defeat them. Even if it was quick, it was hard too...

"Now THAT was dramatic..."

Their attention was drawn back to Ultron, who paced the floor like an upst child. "I'm sorry, I know you mean well...you just didn't think it through..."

The Protectors glared in response.

"You want to protect the world, but you don't want it to change-Dont you see that?!" Ultron picked up Antman's helmet, which had fallen off in the battle, and crushed it. "To evolve...beyond your limits..."

He tossed it at Pym's feet, yet the scientist barely seemed to register this through his shock.

"_There's only one true path to peace, ladies and gentlemen_..." Ultron sighed. "_And unfortunately...it is your deaths_."

"We shall see." Ernest said before he shot Ultron.

The robot practically exploded into pieces before them, and the Protectors still remained tense. Bruce immediately turned towards Hank and Tony and Tails too. "You three and the rest of us are gonna have a little chat in the meeting room soon."

"Anna?"Elsa frowned, completely unaware of where the girl was. "...Leo?...Has anyone Anna or Leo? "

"Where'd they go?"

"They're not in the building anymore." Daredevil worriedly confirmed, causing Elsa to slowly chief into a panic mode. The room noticeably got colder as she hyperventilated and Steve gripped her shoulders.

"Woah! Hey! Nothing has happened to them that we know of, Elsa."Captain America reassured her, although he himself wasn't feeling so fine himself.

"Dang it!" Ernest smacked his head. "I was too drunk to notice the 2 goshdarn suits!"

"They've been kidnapped?!" Elsa almost shreiked.

"Kehfidndudjsh..."

Everyone suddenly noticed the decapitated head of Ultron was still on, even if it flickered now and again. Its scarred eyes made it seem like it was smiling now...

"..._I had strings but now I'm freeeeeeeeee._.."

The mansion's light supply suddenly cut off, including the lights of Ultron and even the emergency lights. The Protectors were shrouded in darkness.

"..._THERE ARE...NO STRINGS ON MEEEE_..."


End file.
